Overview

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42848

Netskope, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	46-1141117
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2445 Augustine Drive, Suite 301 Santa Clara, California	95054
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (800) 979-6988

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Class A Common Stock, $0.0001 par value

     NTSK

     The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 26, 2026, the registrant had outstanding 251,821,667 shares of Class A common stock, 152,101,982 shares of Class B common stock, and no shares of Class C common stock.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Statements of Changes in Stockholders' Equity (Deficit)	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34

PART II.	OTHER INFORMATION	35

Item 1.	Legal Proceedings	35
Item 1A.	Risk Factors	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80
Item 3.	Defaults Upon Senior Securities	80
Item 4.	Mine Safety Disclosures	80
Item 5.	Other Information	81
Item 6.	Exhibits	81
Signatures		82

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future operating results and financial condition, our business strategy and plans, market growth, and our objectives for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “believe,” “may,” “will,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “target,” “plan,” “expect,” “aspire,” and similar expressions. These forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements about:

•

our future financial performance, including our expectations regarding our revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in operating expenses, and our ability to achieve and maintain profitability;

•

our business plan and our ability to effectively manage our growth;

•

our total market opportunity;

•

anticipated trends, growth rates, and challenges in our business and in the markets in which we operate, particularly as a result of artificial intelligence technologies;

•

adoption of our platform;

•

beliefs and objectives for future operations;

•

our ability to attract new customers and successfully retain, and increase adoption of our platform and offerings by, existing customers;

•

our ability to develop and introduce new products, including artificial intelligence and machine learning capabilities, and bring them to market in a timely manner;

•

our expectations concerning relationships with third parties;

•

our ability to maintain, protect, and enhance our intellectual property rights;

•

our ability to expand internationally;

•

the effects of increased competition in our markets and our ability to compete effectively;

•

our ability to identify, recruit, hire, and retain skilled personnel, including key members of senior management;

•

future acquisitions or investments in complementary companies, products, technologies, or services;

•

our ability to stay in compliance with laws and regulations that currently apply, or may become applicable to, our business both in the United States and internationally;

•

our ability to maintain the security and availability of our platform and protect against data breaches and other security incidents;

•

economic and industry trends, projected growth, or trend analysis;

•

general economic conditions in the United States and globally, including the effects of changes in tariffs or trade restrictions, global geopolitical conflicts, inflation, interest rates, any instability in the global banking sector, and foreign currency exchange rates;

•

our ability to operate and grow our business in light of macroeconomic uncertainty;

•

increased expenses associated with being a public company; and

•

other statements regarding our future operations, financial condition, and prospects and business strategies.

We caution you that the foregoing list may not contain all of the forward-looking statements contained in this Quarterly Report on Form 10-Q.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for us to predict all risks, uncertainties, and assumptions that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. In light of these risks, uncertainties, and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report

Table of Contents

on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements herein.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q or to conform these statements to actual results or to changes in our expectations, except as required by law. We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. These forward-looking statements do not reflect the potential impact of any future acquisitions, restructurings, mergers, dispositions, joint ventures, partnerships, or investments we may make.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Such statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Netskope, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)

(unaudited)


	April 30,			January 31,
	2026			2026
Assets
Current assets:
Cash and cash equivalents	$	205,850		$	432,583
Marketable securities		897,338			725,603
Accounts receivable, net		136,131			158,278
Inventories		5,226			4,902
Deferred contract acquisition costs		55,089			54,048
Prepaid expenses and other current assets		71,725			73,553
Total current assets		1,371,359			1,448,967
Property and equipment, net		91,859			93,876
Operating lease right-of-use assets		31,258			32,096
Intangible assets, net		21,248			21,403
Goodwill		61,083			61,083
Deferred contract acquisition costs, noncurrent		101,139			100,798
Other assets, noncurrent		13,061			14,069
Total assets	$	1,691,007		$	1,772,292
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	23,867		$	14,436
Accrued compensation and benefits		55,627			99,880
Deferred revenue		520,602			532,732
Operating lease liabilities, current		9,945			10,769
Accrued expenses and other current liabilities		22,227			23,715
Total current liabilities		632,268			681,532
Deferred revenue, noncurrent		132,234			143,126
Convertible notes		713,321			720,960
Operating lease liabilities, noncurrent		23,339			23,424
Other liabilities, noncurrent		14,329			8,719
Total liabilities		1,515,491			1,577,761
Commitments and contingencies (Note 7)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 300,000,000 shares authorized as of April 30, 2026 and January 31, 2026; no shares issued and outstanding as of April 30, 2026 and January 31, 2026		-			-
Class A common stock, $0.0001 par value; 3,000,000,000 shares authorized as of April 30, 2026 and January 31, 2026; 237,318,037 shares issued and outstanding as of April 30, 2026 and 142,269,483 shares issued and outstanding as of January 31, 2026		6			6
Class B common stock, $0.0001 par value; 600,000,000 shares authorized as of April 30, 2026 and January 31, 2026; 166,340,007 issued, and 166,314,400 outstanding as of April 30, 2026; 256,138,777 issued, and 256,113,170 outstanding as of January 31, 2026		34			34
Class C common stock, $0.0001 par value; 1,000,000,000 shares authorized as of April 30, 2026 and January 31, 2026; no shares issued and outstanding as of April 30, 2026 and January 31, 2026		-			-
Additional paid-in capital		2,967,830			2,888,202
Accumulated other comprehensive loss		(46,958	)		(64,811	)
Accumulated deficit		(2,745,396	)		(2,628,900	)
Total stockholders’ equity		175,516			194,531
Total liabilities and stockholders’ equity	$	1,691,007		$	1,772,292

The accompanying notes are an integral part of these condensed consolidated financial statements

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Netskope, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended April 30,
	2026			2025
Revenue	$	201,592		$	157,736
Cost of revenue		53,337			48,223
Gross profit		148,255			109,513
Operating expenses:
Sales and marketing		105,682			69,376
Research and development		105,714			67,881
General and administrative		45,596			17,614
Total operating expenses		256,992			154,871
Loss from operations		(108,737	)		(45,358	)
Other income (expense), net:
Loss on changes in fair value of convertible notes		(12,225	)		(33,429	)
Other income, net		7,522			1,999
Loss before provision for income taxes		(113,440	)		(76,788	)
Provision for income taxes		3,056			2,454
Net loss	$	(116,496	)	$	(79,242	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.29	)	$	(0.76	)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		400,493,597			104,706,962

The accompanying notes are an integral part of these condensed consolidated financial statements

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Netskope, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended April 30,
	2026			2025
Net loss	$	(116,496	)	$	(79,242	)
Other comprehensive (loss) income:
Unrealized (loss) gain on marketable securities, net of tax		(2,011	)		25
Unrealized gain on convertible notes, net of tax		19,864			21,228
Total other comprehensive income, net of tax		17,853			21,253
Total comprehensive loss	$	(98,643	)	$	(57,989	)

The accompanying notes are an integral part of these condensed consolidated financial statements

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Netskope, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)

(in thousands, except share amounts)

(unaudited)


	Convertible Preferred Stock				Common Stock					Additional Paid-In			Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares			Amount		Capital			Income (Loss)			Deficit			Equity
Balance as of January 31, 2026		-	$	-		398,382,653		$	40	$	2,888,202		$	(64,811	)	$	(2,628,900	)	$	194,531
Issuance of common stock upon exercise of stock options and vesting of restricted stock units		-		-		5,673,953			-		5,802			-			-			5,802
Issuance of common stock under employee stock purchase plans		-		-		1,335,200			-		12,272			-			-			12,272
Stock-based compensation		-		-		-			-		76,494			-			-			76,494
Net shares withheld to cover taxes upon vesting of restricted stock units		-		-		(1,759,369	)		-		(14,940	)		-			-			(14,940	)
Other comprehensive income		-		-		-			-		-			17,853			-			17,853
Net loss		-		-		-			-		-			-			(116,496	)		(116,496	)
Balance as of April 30, 2026		-	$	-		403,632,437		$	40	$	2,967,830		$	(46,958	)	$	(2,745,396	)	$	175,516


	Convertible Preferred Stock				Common Stock				Additional Paid-In		Accumulated Other Comprehensive			Accumulated			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
Balance as of January 31, 2025		218,897,608	$	1,050,561		104,589,784	$	10	$	418,791	$	(5,439	)	$	(1,949,512	)	$	(485,589	)
Issuance of common stock upon exercise of stock options		-		-		1,469,085		-		6,604		-			-			6,604
Vesting of employee early exercised common stock		-		-		-		-		355		-			-			355
Stock-based compensation		-		-		-		-		10,124		-			-			10,124
Other comprehensive income		-		-		-		-		-		21,253			-			21,253
Net loss		-		-		-		-		-		-			(79,242	)		(79,242	)
Balance as of April 30, 2025		218,897,608	$	1,050,561		106,058,869	$	10	$	435,874	$	15,814		$	(2,028,754	)	$	(526,495	)

The accompanying notes are an integral part of these condensed consolidated financial statements

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Netskope, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Three Months Ended April 30,
	2026			2025
Cash flows from operating activities
Net loss	$	(116,496	)	$	(79,242	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Stock-based compensation expense		76,028			10,091
Depreciation and amortization		10,059			13,929
Amortization of deferred contract acquisition costs		15,336			12,313
Non-cash operating lease expenses		3,607			3,147
(Accretion of discount) amortization of premium on investments		(2,069	)		(274	)
Loss on changes in fair value of convertible notes		12,225			33,429
Deferred income tax benefit		-			(84	)
Other		(18	)		30
Changes in operating assets and liabilities:
Accounts receivable		22,147			79,656
Inventories		(364	)		103
Deferred contract acquisition costs		(16,718	)		(13,492	)
Prepaid expenses and other current assets		873			(5,953	)
Other non-current assets		118			(2,195	)
Accounts payable		8,019			2,833
Accrued compensation and benefits		(43,632	)		(26,477	)
Operating lease liabilities		(3,678	)		(2,781	)
Accrued expenses and other current liabilities		(1,938	)		4,607
Deferred revenue		(23,022	)		(4,690	)
Other non-current liabilities		5,610			642
Net cash (used in) provided by operating activities		(53,913	)		25,592
Cash flows from investing activities
Purchases of property and equipment		(2,159	)		(7,410	)
Capitalized internal-use software		(1,094	)		(726	)
Purchases of intangible assets		(2,300	)		-
Purchases of marketable securities		(444,973	)		(8,214	)
Proceeds from maturities of marketable securities		273,347			37,865
Net cash (used in) provided by investing activities		(177,179	)		21,515
Cash flows from financing activities
Proceeds from issuance of common stock under employee stock purchase plan		12,272			-
Proceeds from issuance of common stock upon exercise of stock options		5,820			6,604
Payments for withholding taxes upon settlement of equity awards		(14,623	)		-
Payments for holdback consideration on business combination		-			(1,197	)
Payments for deferred offering costs		-			(666	)
Net cash provided by financing activities		3,469			4,741
Net (decrease) increase in cash, cash equivalents, and restricted cash		(227,623	)		51,848
Cash, cash equivalents, and restricted cash, beginning of period		433,769			167,197
Cash, cash equivalents, and restricted cash, end of period	$	206,146		$	219,045
Supplemental disclosure of cash flow information:
Cash paid for amount included in the measurement of operating lease liabilities	$	4,097		$	5,093
Non-cash investing and financing activities:
Stock-based compensation capitalized in internal-use software	$	466		$	33
Property and equipment purchased but not yet paid	$	3,174		$	2,658
Vesting of early exercised stock options	$	-		$	355
Deferred offering costs accrued but not yet paid	$	-		$	2,365

The accompanying notes are an integral part of these condensed consolidated financial statements

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Netskope, Inc.

Notes to condensed consolidated Financial Statements

(unaudited)

Note 1 - Description of Business

Netskope, Inc. ("Netskope" or the "Company") is a global cybersecurity company that provides security, networking, and analytics solutions to organizations ranging from some of the world's largest enterprises to mid-sized companies. The Company delivers its offerings through a Software-as-a-Service ("SaaS") business model, selling subscriptions that provide customers access to its platform along with related support services.

The Company was incorporated in Delaware in October 2012. The Company is headquartered in Santa Clara, California, and conducts business worldwide, including North America, South America, Europe, and Asia.

Note 2 - Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"), and applicable rules and regulations of the Securities and Exchange Commission ("SEC"), regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the SEC on March 31, 2026 ("Annual Report").

In the opinion of management, these unaudited condensed consolidated financial statements reflect all adjustments, including those of a normal and recurring nature, which are necessary for a fair presentation of the results for the interim period presented. The results of operations for interim periods are not necessarily indicative of results for the full year. The unaudited condensed consolidated financial statements include the accounts of the Company's wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company's fiscal year ends on January 31.

Emerging Growth Company Status

The Company is an emerging growth company ("EGC") as defined in the Jumpstart Our Business Startups Act of 2012 ("JOBS Act"). An EGC may take advantage of specified reduced reporting requirements that are otherwise applicable generally to public companies, including, but not limited to, delayed adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

The Company may take advantage of these exemptions until it is no longer an EGC. The Company will cease to be an EGC upon the earliest to occur of: (i) the first fiscal year following the fifth anniversary of its initial public offering; (ii) the first fiscal year after annual gross revenue is $1.235 billion or more; (iii) the date on which the Company has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (iv) the date on which the Company qualifies as a "large accelerated filer," as defined in Rule 12b-2 under the Exchange Act, which would occur at the end of any fiscal year in which the market value of the Company’s common stock held by non-affiliates exceeded $700.0 million as of the end of the second quarter of that fiscal year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed financial statements and accompanying notes. Such estimates include, but are not limited to, the estimation of fair value of Convertible Notes (as defined below), the determination of fair value of the

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Company's common stock prior to the completion of the initial public offering ("IPO"), stock-based awards, standalone selling price ("SSP") for each performance obligation, useful lives of intangible assets and property and equipment, the period of benefit for deferred contract acquisition costs for commissions, incremental borrowing rate used to value operating lease liabilities, income taxes including related reserves, and valuation of intangible assets and goodwill. These estimates are based on information available as of the date of the condensed consolidated financial statements. On a regular basis, management evaluates these estimates and assumptions. Actual results may differ from these estimates and such difference could be material to the condensed consolidated financial statements.

Concentration of Risk

Concentration of Credit Risk

Financial instruments that are exposed to the concentration of credit risk consist primarily of cash, cash equivalents, restricted cash, marketable securities, and accounts receivable. Although the Company maintains cash and cash equivalents in multiple financial institutions, the deposits, at times, may exceed federally insured limits. The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash, cash equivalents, restricted cash, and marketable securities for the amounts reflected on the condensed consolidated balance sheets. The Company's investment policy limits investments to certain types of debt securities issued by the U.S. government, its agencies, and institutions with investment-grade credit ratings and places restrictions on maturities and concentration by type and issuer. The Company has not experienced any credit losses relating to its cash, cash equivalents, restricted cash, or marketable securities.

Concentration of Revenue and Accounts Receivable

The Company's revenue and accounts receivable are derived substantially from the United States, Europe, and Asia and from customers across a multitude of industries. The Company grants credit to customers in the normal course of business. The Company maintains an allowance for credit losses for estimated losses resulting from the inability of its customers to make payments. The Company conducts on-going credit evaluations of customers' payment history and current creditworthiness. The allowance is maintained for all accounts deemed to be uncollectible on a specific identification basis. The allowance for credit losses was immaterial as of April 30, 2026 and January 31, 2026.

As of April 30, 2026, there were two channel partners that represented approximately 17% and 13% of the accounts receivable, net balance. As of January 31, 2026, there was one channel partner that represented approximately 14% of the accounts receivable, net balance.

No single end customer represented 10% or more of total revenue for the three months ended April 30, 2026 and 2025. Channel partners that represented 10% or more of total revenue for the three months ended April 30, 2026 and 2025 were as follows:

Concentration of Vendor Risk

The Company uses third-party vendors for delivering the Company's SaaS platform. While these services are highly available and designed to be resilient to failure of infrastructure, the Company's services could be significantly impacted if the third-party vendors' services experience certain types of interruptions.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity of three months or less at purchase to be cash equivalents. Cash equivalents primarily consist of amounts invested in money market funds, government agency securities, and commercial paper.

Restricted cash consisted of amounts held as collateral in connection with certain facility lease agreements. The Company had restricted cash of $0.3 million and $1.2 million as of April 30, 2026 and January 31, 2026, respectively, which was included in other assets, noncurrent in the condensed consolidated balance sheets.

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The following table provides a reconciliation of cash, cash equivalents, and restricted cash to the total of these amounts shown in the condensed consolidated statements of cash flows (in thousands):


	April 30, 2026		January 31, 2026
Cash and cash equivalents	$	205,850	$	432,583
Restricted cash		296		1,186
Total cash, cash equivalents, and restricted cash	$	206,146	$	433,769

Operating Leases

Supplemental cash flow information related to the Company's operating leases for the three months ended April 30, 2026 and 2025 were as follows (in thousands):


	Three Months Ended April 30,
	2026		2025
Supplemental Cash Flow Information
Operating lease ROU assets obtained in exchange for operating lease liabilities	$	2,768	$	1,114

Convertible Notes

The Company accounts for its 3.75% Convertible Senior Paid in Kind ("PIK") Toggle Notes due in December 2028 (the “2028 Notes”) and 3.00% Convertible Senior PIK Toggle Notes due in 2029 (the “2029 Notes”, collectively referred to as the "Convertible Notes"), at fair value under the fair value option in accordance with Accounting Standards Codification ("ASC") 825, Financial Instruments. The Convertible Notes are remeasured at fair value each reporting period, with changes in fair value recognized in the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss. Changes in fair value attributable to instrument-specific credit risk are recorded in other comprehensive income (loss) within stockholders' equity (deficit).

Recently Issued Accounting Pronouncements Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU clarifies the threshold entities apply to begin capitalizing costs and removes references to software development project stages. The ASU requires that an entity capitalize software costs when management has authorized and committed to funding the software project and when it is probable that the project will be completed and the software will be used to perform the intended functions, including consideration of whether there is significant development uncertainty. This ASU is effective for the Company beginning February 1, 2028. The Company is currently evaluating the impact of the adoption of this ASU on its consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses, which requires disclosure of additional information about specific expense categories underlying certain income statement expense line items. Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. This ASU is effective for the Company beginning February 1, 2027 and requires either prospective or retrospective application. The Company is currently evaluating the impact of this ASU on its disclosures.

Note 3 - Fair Value Measurements

The Company classifies its cash equivalents and marketable securities within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily available pricing sources for the identical underlying security which may not be actively traded.

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The Company classifies its Convertible Notes within Level 3 and they are measured at fair value using valuation techniques and require significant management judgment or estimation.

Cash Equivalents and Marketable Securities

The following tables summarize cash equivalents and marketable securities within significant investment categories by level of input within the fair value hierarchy as of April 30, 2026 and January 31, 2026 (in thousands):


	April 30, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Level 1
Money market funds	$	39,630	$	21	$	-		$	39,651	$	39,651	$	-
Level 2
Commercial paper		359,382		742		(131	)		359,993		58,077		301,916
Corporate debt securities		296,335		35		(1,204	)		295,166		-		295,166
Asset-backed securities		18,449		-		(336	)		18,113		-		18,113
Government agency securities		283,110		422		(1,389	)		282,143		-		282,143
Total	$	996,906	$	1,220	$	(3,060	)	$	995,066	$	97,728	$	897,338


	January 31, 2026
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash Equivalents		Marketable Securities
Level 1
Money market funds	$	81,237	$	-	$	-		$	81,237	$	79,103	$	2,134
Level 2
Commercial paper		437,817		307		(2	)		438,122		93,817		344,305
Corporate debt securities		228,455		165		(31	)		228,589		-		228,588
Asset-backed securities		23,306		336		-			23,642		-		23,642
Government agency securities		248,751		96		(94	)		248,753		121,820		126,934
Total	$	1,019,566	$	904	$	(127	)	$	1,020,343	$	294,740	$	725,603

There were no impairment charges due to credit losses during the three months ended April 30, 2026 and 2025.

Valuation Methodology

The Convertible Notes are measured at fair value and are categorized within Level 3 of the fair value hierarchy. The fair value of the Convertible Notes is estimated using a single-scenario lattice approach that incorporates the trading price of the Company's Class A common stock data, risk-free interest rate, and estimated credit spread.

The fair value of the Convertible Notes on their respective issuance dates was the same as the carrying amounts of $401.0 million for the 2028 Notes and $75.0 million for the 2029 Notes.

The following tables summarize the significant quantitative inputs considered in the valuation of Convertible Notes as of April 30, 2026 and January 31, 2026:


	April 30, 2026						January 31, 2026
Inputs	2028 Notes			2029 Notes			2028 Notes			2029 Notes
Price per share	$	9.96		$	9.96		$	14.85		$	14.85
Conversion premium		30.0	%		30.0	%		30.0	%		30.0	%
Risk-free rate		3.9	%		3.9	%		3.6	%		3.7	%
Selected credit spread		11.0	%		11.0	%		10.0	%		10.0	%
Coupon rate		3.8	%		3.0	%		3.8	%		3.0	%
Expected volatility		40.0	%		40.0	%		40.0	%		40.0	%

The Company did not have transfers between levels of the fair value hierarchy of assets measured at fair value during the periods presented.

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Note 4 - Revenue Recognition

Disaggregation of Revenue

Subscription revenue is recognized over time and accounted for 99% of the Company's total revenue for the three months ended April 30, 2026 and 2025, respectively.

The following table summarizes the disaggregation of revenue by geographic area, based on the shipping address of the end customer for contracts through channel partners and direct customers (in thousands):


	Three Months Ended April 30,
	2026		2025
Americas	$	112,120	$	88,090
Asia Pacific and Japan ("APJ")		37,046		29,717
Europe, the Middle East, and Africa ("EMEA")		52,426		39,929
Total revenue	$	201,592	$	157,736

Revenue from the United States, which was included within the Americas region in the table above, was $88.7 million and $70.3 million during the three months ended April 30, 2026 and 2025, respectively.

The following table summarizes revenue from contracts through indirect channels, including channel partners and managed service providers, and direct end customers for the periods presented (in thousands):


	Three Months Ended April 30,
	2026		2025
Indirect channels	$	194,872	$	149,375
Direct end customers		6,720		8,361
Total revenue	$	201,592	$	157,736

Deferred Revenue

Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of performance under the contract. Such amounts are recognized as revenue over the contractual period. The amounts of revenue recognized during the three months ended April 30, 2026 and 2025 that were included in the deferred revenue at the beginning of the period, were $187.7 million and $145.4 million, respectively.

Payments are received from customers based upon contractual billing schedules and accounts receivable are recorded when the right to consideration becomes unconditional. Contract assets include amounts related to the Company's contractual right to consideration for both completed and partially completed performance obligations that may not have been invoiced and such amounts have historically not been material.

The following table summarizes the activity of deferred revenue (in thousands):


	Three Months Ended April 30,
	2026			2025
Beginning balance	$	675,858		$	590,307
Additions		178,570			153,047
Recognition of deferred revenue		(201,592	)		(157,736	)
Ending balance	$	652,836		$	585,618

Deferred revenue, current	$	520,602		$	430,691
Deferred revenue, noncurrent		132,234			154,927
Total deferred revenue	$	652,836		$	585,618

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Remaining Performance Obligations

Remaining performance obligations represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue that has been invoiced and non-cancelable committed amounts that will be invoiced and recognized as revenue in future periods.

As of April 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was $1.2 billion. The Company expects to recognize 54% of the remaining performance obligations over the next 12 months and 42% between 13 and 36 months, with the remainder to be recognized thereafter.

Deferred Contract Acquisition Costs

The following table summarizes the activity of deferred contract acquisition costs (in thousands):


	Three Months Ended April 30,
	2026			2025
Beginning balance	$	154,846		$	121,665
Capitalization of contract acquisition costs		16,718			13,492
Amortization of deferred contract acquisition costs		(15,336	)		(12,313	)
Ending balance	$	156,228		$	122,844

Deferred contract acquisition costs, current	$	55,089			43,880
Deferred contract acquisition costs, noncurrent		101,139			78,964
Total deferred contract acquisition costs	$	156,228		$	122,844

Note 5 - Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):


	April 30, 2026								January 31, 2026
		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Developed technology		$	121,999	$	(109,601	)	$	12,398	$	119,699	$	(107,316	)	$	12,383
Customer relationship			4,241		(3,975	)		266		4,241		(3,829	)		412
Workforce			1,068		(1,068	)		-		1,068		(1,068	)		-
Patents			1,000		(217	)		784		1,000		(192	)		808
Total finite-lived intangible assets			128,308		(114,861	)		13,448		126,008		(112,405	)		13,603
IP number block			7,800		-			7,800		7,800		-			7,800
Total intangible assets		$	136,108	$	(114,861	)	$	21,248	$	133,808	$	(112,405	)	$	21,403

Amortization expenses related to acquired intangible assets were $2.5 million and $6.6 million for the three months ended April 30, 2026 and 2025, respectively. As of April 30, 2026 and January 31, 2026, the weighted-average remaining amortization period of the intangible assets was 2.0 years.

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The expected future amortization expense for acquired intangible assets as of April 30, 2026 is as follows (in thousands):


Fiscal Years Ending January 31,	Amount
Remainder of 2027	$	6,860
2028		5,058
2029		890
2030		126
2031		124
Thereafter		390
Total	$	13,448

Note 6 - Balance Sheet Components

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):


	April 30, 2026		January 31, 2026
Prepaid software and subscription	$	22,068	$	21,787
Prepaid data center-related costs		1,679		1,724
Prepaid sales and marketing		8,575		9,539
Prepaid insurance		2,894		4,213
Prepaid professional fees		1,950		2,125
Prepaid income and other taxes		10,426		12,352
Other		24,133		21,813
Total prepaid expenses and other current assets	$	71,725	$	73,553

Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	April 30, 2026			January 31, 2026
Data center equipment	$	199,904		$	196,835
Computers and related equipment		25,311			25,159
Capitalized internal-use software		32,014			30,453
Furniture and fixtures		2,104			2,101
Leasehold improvements		4,533			4,514
Total property and equipment		263,866			259,062
Less: accumulated depreciation and amortization		(172,007	)		(165,186	)
Property and equipment, net	$	91,859		$	93,876

Depreciation and amortization expenses were $7.6 million and $7.3 million during the three months ended April 30, 2026 and 2025, respectively.

Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following (in thousands):


	April 30, 2026		January 31, 2026
Accrued bonus	$	15,195	$	45,017
Accrued commission		12,128		17,774
ESPP withholdings		5,152		10,607
Accrued vacation		8,713		7,105
Accrued payroll related taxes and benefits		10,250		11,793
Other		4,189		7,584
Total accrued compensation and benefits	$	55,627	$	99,880

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Note 7 - Commitments and Contingencies

Lease Commitments

Future minimum operating lease payments as of April 30, 2026 were as follows (in thousands):


Fiscal Years Ending January 31,	Amount
Remainder of 2027	$	9,861
2028		6,819
2029		4,878
2030		3,733
2031		3,221
Thereafter		13,584
Total operating lease payments	$	42,096
Less: Imputed interest		(8,812	)
Present value of operating lease liabilities	$	33,284

Legal Matters

In the ordinary course of business, the Company may be subject from time to time to various proceedings, lawsuits, disputes, or claims. The Company does not believe that there are any pending or threatened legal proceedings that are likely to have a material adverse effect on its condensed consolidated financial statements, however, the outcomes of litigation and legal matters are inherently unpredictable, and an unfavorable resolution could materially affect the Company's results of operations, financial position or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The expense of litigation and the timing of this expense from period to period are difficult to estimate, subject to change and could affect the Company's results of operations.

Indemnification

In the normal course of business, the Company may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company, with respect to certain matters. The Company has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third party claims that the Company's products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the potential amount of liability under these indemnification obligations due to the Company's limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each particular claim. In addition, the Company indemnifies its officers, directors, and certain key employees while they are serving in good faith in their respective capacities. As of April 30, 2026, there have been no claims under any indemnification provisions and costs and liabilities incurred as a result of indemnification obligations were not material during the periods presented.

Note 8 - Convertible Notes

In September 2025, the Company completed its IPO which qualified as Qualified Initial Public Offering ("Qualified IPO") as defined in the respective indentures governing the 2028 Notes and the 2029 Notes. As a result, the conversion rate for the 2028 Notes was finalized at 42.1046 shares of Class B common stock per $1,000 principal amount, representing a conversion price of approximately $23.75 per share. The conversion rate for the 2029 Notes was finalized at 40.4858 shares of Class B common stock per $1,000 principal amount, representing a conversion price of approximately $24.70 per share.

2028 Notes

In December 2022, the Company issued $401.0 million of the 2028 Notes under an indenture with U.S. Bank Trust Company, National Association, as trustee. In April 2025, the 2028 Notes were amended to extend the maturity to December 15, 2028, upon a Qualified IPO, to modify the optional repurchase period to 120 - 91 days before the new maturity date, and to adjust redemption conditions post-Qualified IPO. The 2028 Notes accrue interest at 3.75% per annum, payable quarterly in cash or PIK at the Company's election, and are convertible into the Company's Class B common stock. The Company may redeem the notes after the one-year

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anniversary of a Qualified IPO if the stock price exceeds 200% (or 230% post-December 15, 2027) of the conversion price for a specific period unless it is a redemption in connection with a change in tax law, or Tax Redemption. Holders may request the Company to repurchase their 2028 Notes with a minimum return of 14.0% compounded quarterly, or upon a fundamental change at a premium of 140% - 170% of principal, depending on timing. The Company elected the fair value option under ASC 825.

2029 Notes

In September 2024, the Company issued $75.0 million of the 2029 Notes under an indenture with U.S. Bank Trust Company, National Association, as trustee. The 2029 Notes accrue interest at 3.00% per annum, payable quarterly in cash or PIK, and are convertible into the Company's Class B common stock. Conversion, redemption, and repurchase terms are substantially similar to the 2028 Notes, except for a minimum return of 13.5% compounded quarterly for optional repurchase and a $50.0 million minimum outstanding threshold for partial redemptions. The notes are accounted for under the fair value option.

The change in the fair value of the 2028 Notes and 2029 Notes, and the related impact on the condensed consolidated statement of operations and the condensed consolidated statements of comprehensive loss, are presented below (in thousands):


	2028 Notes			2029 Notes			Total
Fair value as of January 31, 2026	$	626,648		$	94,312		$	720,960
Change in fair value reported in the Condensed Consolidated Statement of Operations		12,037			188			12,225
Change in fair value reported in Condensed Consolidated Statement of Comprehensive Loss		(17,276	)		(2,588	)		(19,864	)
Fair value as of April 30, 2026	$	621,409		$	91,912		$	713,321

Fair value as of January 31, 2025	$	547,261		$	79,361			626,622
Change in fair value reported in the Condensed Consolidated Statement of Operations		28,137			5,292			33,429
Change in fair value reported in Condensed Consolidated Statement of Comprehensive Loss		(16,558	)		(4,670	)		(21,228	)
Fair value as of April 30, 2025	$	558,840		$	79,983		$	638,823

Remaining unpaid principal as of April 30, 2026	$	401,000		$	75,000		$	476,000

PIK interest expense included in the fair value changes for the 2028 Notes was $4.1 million and $4.0 million for the three months ended April 30, 2026 and 2025, respectively. For the 2029 Notes, PIK interest expense was $0.6 million and $0.6 million for the three months ended April 30, 2026 and 2025, respectively.

Note 9 - Stockholders' Equity

Common Stock

In connection with the completion of the IPO, the Company amended and restated its certificate of incorporation (the "Charter"), which authorizes three classes of $0.0001 par common stock: 3,000,000,000 shares of Class A common stock, 600,000,000 shares of Class B common stock, and 1,000,000,000 shares of Class C common stock. The rights of the holders of Class A common stock, Class B common stock, and Class C common stock are identical, except with respect to voting, conversion, and transfer rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to 20 votes per share and is convertible at any time into one share of Class A common stock. Shares of Class C common stock have no voting rights, except as otherwise required by law. Class A and Class B common stock are referred to collectively as common stock throughout the notes to the condensed consolidated financial statements, unless otherwise noted. Common stockholders are entitled to dividends when and if declared by the board of directors.

Each outstanding share of Class B common stock is convertible at any time at the option of the holder into one share of Class A common stock. Any share of Class B common stock will automatically convert to Class A common stock following the earliest to occur of (i) the sale or transfer of such share of Class B common stock, except for permitted transfers as described in the Charter; (ii) the date specified by the holders of two-thirds of the outstanding shares of Class B common stock; (iii) the last trading day following the tenth anniversary of the effectiveness of the registration statement filed in connection with the Company’s IPO; (iv) the date fixed by the Company’s board of directors that is no less than 61 days and no more than 180 days following the date that Sanjay Beri, the Company's Chief Executive Officer, is no longer providing services to the Company as an officer, employee, consultant, or director; or (v) the date fixed by the board of directors that is no less than 61 days and no more than 180 days following the death or incapacity of Mr. Beri.

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Preferred Stock

In connection with the amendment of the Company's certificate of incorporation upon IPO, the Company authorized the issuance of 300,000,000 shares of undesignated preferred stock with a par value of $0.0001 per share with rights and preferences, including voting rights, designated from time to time by the board of directors. As of April 30, 2026, there were no shares of preferred stock issued and outstanding.

Equity Incentive Plans

In 2012, the Company adopted the 2012 Stock Incentive Plan ("2012 Plan"), under which officers, employees, and consultants may be granted awards of options and the award or sale of shares. The options generally vest over four years with 25% of the option shares vesting one year from the service commencement date and then monthly over the following 36 months and expire no more than ten years after the date of grant. Stock that is purchased prior to vesting is subject to the Company's right of repurchase at any time following termination of the participant. Certain awards provided for accelerated vesting if there is a Change in Control (as defined in the 2012 Plan). The board of directors had authorized 127,243,597 shares of common stock to be reserved for grants of awards under the 2012 Plan.

In October 2022, the Company adopted the 2022 Stock Incentive Plan ("2022 Plan"), under which officers, employees, and consultants may be granted awards of options, restricted stock awards, stock appreciation rights, restricted stock units ("RSUs") and other stock awards. The options generally vest over four years with 25% of the option shares vesting one year from the service begin date and then monthly over the following 36 months and expire no more than 10 years after the date of grant. RSUs granted under the 2022 Plan are subject to service-based and performance-based vesting conditions. RSUs generally vest ratably over three to four years from vesting commencement date. Certain awards provided for accelerated vesting if there is a Change in Control (as defined in the 2022 Plan). The 2012 Plan was terminated upon the adoption of the 2022 Plan and all remaining shares available for issuance under the 2012 Plan were transferred into the 2022 Plan.

In connection with the IPO, in September 2025, the Company adopted the 2025 Equity Incentive Plan (the "2025 Plan", collectively, with the 2012 Plan and the 2022 Plan, referred to as the "Equity Plans"), under which the Company is authorized to grant awards of options, restricted stock, RSUs, stock appreciation rights, performance awards to employees, directors, and consultants, and the Company's parent and subsidiary corporation's employees and consultants. The 2022 Plan was terminated effective immediately upon the adoption of the 2025 Plan. Under the 2025 Plan, the Company initially reserved 38,210,000 shares of Class A common stock for issuance. In addition, the number of shares reserved for issuance under the 2025 Plan include the number of shares of Class A common stock and the number of shares of Class B common stock issuable under the 2012 Plan and 2022 Plan. The number of shares available for issuance under the 2025 Plan also includes an annual increase on the first day of each fiscal year beginning with the Company's 2027 fiscal year, equal to the lesser of: (i) 38,210,000 shares of Class A common stock, (ii) five percent (5%) of the outstanding shares of capital stock as of the last day of the immediately preceding fiscal year, or (iii) such other amount as the Company's board of directors may determine. As of April 30, 2026, there were 49,578,858 shares of Class A common stock reserved for future issuance under the 2025 Plan.

RSUs

The grant-date fair value of RSUs with only service-based and performance-based conditions is determined based on the fair value of the Company's common stock on the date of grant. Upon the consummation of the IPO, the performance-based vesting condition for outstanding RSUs was satisfied. As a result, the RSUs that had satisfied the service-based condition as of the IPO date had vested. For the three months ended April 30, 2026, the Company recognized $67.7 million of stock-based compensation expense attributable to RSUs, including performance and market-based RSUs. No stock-based compensation expense attributable to RSUs was recognized for the three months ended April 30, 2025, as the performance-based vesting condition had not been satisfied at that time.

As of April 30, 2026, the Company had $481.6 million of unrecognized stock-based compensation related to the RSUs, including the performance and market-based RSUs as further described below. This amount is expected to be recognized over a weighted-average remaining requisite service period of 2.0 years.

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Performance and Market-Based RSUs

Performance and market-based RSUs include RSU grants with service-based vesting condition and with performance-based and/or market-based vesting conditions. For awards with performance-based vesting conditions, the Company determined the fair value based on the fair value of the Company's common stock on the date of grant. For awards with market-based vesting conditions, the Company used a Monte Carlo simulation to determine the fair value at the grant date and the implied service period. For the three months ended April 30, 2026, the Company recognized $13.3 million of stock-based compensation expense attributable to the performance and market-based RSUs. No stock-based compensation expense attributable to performance and market-based RSUs was recognized for the three months ended April 30, 2025, as the performance-based vesting condition had not been satisfied at that time.

As of April 30, 2026, the Company had unrecognized stock-based compensation related to the performance and market-based RSUs of $65.3 million that is expected to be recognized over a weighted average requisite service period of 2.0 years.

Stock Options

The fair value of stock options under the Company's Equity Plans is determined on the date of grant by utilizing the Black-Scholes option pricing model, which is impacted by the fair value of the Company's common stock. Options granted generally have a maximum term of 10 years from grant date or 90 days from the termination of the optionee, are exercisable upon vesting unless otherwise designated for early exercise by the board of directors at the time of grant, and generally vest over a period of four years. For the three months ended April 30, 2026 and 2025, the Company recognized $3.8 million and $10.1 million, respectively, of stock-based compensation expense attributable to stock options. As of April 30, 2026, the Company had 49.0 million stock options outstanding with a weighted-average exercise price of $5.84.

As of April 30, 2026, the Company had $9.3 million of unrecognized stock-based compensation expense related to the stock options that is expected to be recognized over a weighted average requisite service period of 0.7 years.

2025 Employee Stock Purchase Plan

In September 2025, the Company's board of directors adopted, and its stockholders approved, the 2025 Employee Stock Purchase Plan (the "ESPP"), which became effective in connection with the IPO. The ESPP authorized the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 7,650,000 shares of the Company's Class A common stock has been reserved initially for future issuance under the ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the ESPP.

The ESPP offers employees the option to purchase shares through a series of consecutive 12 month offering periods on each March 1st and September 1st (with two six-month purchase periods during each offering period). The initial offering period under the ESPP will be shorter than 12 months, commencing on October 3, 2025 and ending on August 31, 2026, with the first purchase period commencing on October 3, 2025 and ending on February 28, 2026. Stock-based compensation related to the ESPP is recognized on a straight-line basis over the offering period in accordance with ASC 718.

The price at which Class A common stock is purchased under the ESPP is equal to the lower of (i) 85% of the closing trading price per share of the Company's Class A common stock on the first date of an offering period in which a participant is enrolled or (ii) 85% of the closing trading price per share on the purchase date, which will occur on the last trading day of each purchase period. For the initial offering period, the fair market value of the Class A common stock on the offering date was $19.00, the price at which the Company's common stock was first sold to the public in the IPO, as specified in the final prospectus for the Company's IPO dated as of September 17, 2025 and filed with the SEC pursuant to the Rule 424(b)(4) on September 18, 2025.

For the three months ended April 30, 2026, the Company recognized $4.4 million of stock-based compensation expense attributable to the ESPP. No stock-based compensation expense attributable to the ESPP was recognized for the three months ended April 30, 2025. As of April 30, 2026, the Company had $5.6 million of unrecognized stock-based compensation expense related to the ESPP which is expected to be recognized over a weighted average requisite service period of 0.4 years.

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Stock-Based Compensation Expense

The following table summarizes the components of stock-based compensation during the periods presented (in thousands):


	Three Months Ended April 30,
	2026		2025
Cost of revenue	$	3,997	$	506
Sales and marketing		14,364		3,373
Research and development		31,235		5,308
General and administrative		26,432		904
Total stock-based compensation expense		76,028		10,091
Stock-based compensation capitalized in internal-use software		466		33
Total stock-based compensation	$	76,494	$	10,124

Note 10 - Segment Information

The Company has a single and reportable segment. The Company's chief operating decision maker ("CODM") is its Chief Executive Officer, and the CODM reviews financial information presented on a condensed consolidated basis for purposes of allocating resources, evaluating financial performance and monitoring budget versus actual results based on net income (loss) that is also reported on the condensed consolidated statements of operations. The significant expenses within net loss on which the CODM relies include those that are reported on the condensed consolidated statements of operations. The measure of the Company's single operating segment assets is reported on the condensed consolidated balance sheets as total assets.

Revenue disaggregation by geography is presented in Note 4, Revenue Recognition. No single country other than the United States represented 10% or more of the Company's total revenue during three months ended April 30, 2026 and 2025.

Long-lived assets, which are comprised of property and equipment, net and operating lease right-of-use assets, by geographic area are summarized as follows (in thousands):


	April 30, 2026		January 31, 2026
United States	$	67,388	$	69,273
Rest of the world		55,729		56,699
Total long-lived assets	$	123,117	$	125,972

Note 11 - Net Loss Per Share Attributable to Common Stockholders

The Company computes net loss per share utilizing the two-class method required for participating securities. Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential common stock, including stock options, convertible preferred stock, convertible notes, RSUs, and restricted shares, to the extent they are dilutive.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, conversion, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both individual and combined basis.

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Basic and diluted net loss per share attributable to common stockholders was as follows (in thousands, except share and per share amount):


	Three Months Ended April 30,
	2026			2025
Numerator:
Net loss attributable to common stockholders	$	(116,496	)	$	(79,242	)
Denominator:
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted		400,493,597			104,706,962
Net loss per share attributable to common stockholders, basic and diluted	$	(0.29	)	$	(0.76	)

The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect:


	April 30,
	2026		2025
Stock options		48,989,052		56,819,822
Convertible preferred stock		-		218,897,608
Convertible notes		22,333,083		21,066,111
Restricted stock units		57,210,093		50,464,374
Shares subject to repurchase		224,204		481,139
Total		128,756,432		347,729,054

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited consolidated financial statements and related notes and the discussion under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the year ended January 31, 2026 included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026 filed with the U.S. Securities and Exchange Commission on March 31, 2026. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements. Our fiscal year ends on January 31, and our fiscal quarters end on April 30, July 31, October 31, and January 31.

Unless the context otherwise requires, all references in this Quarterly Report on Form 10-Q to "we", "us", "our", "our company", and "Netskope" refer to Netskope, Inc. and its subsidiaries. Unless otherwise indicated, references to our "common stock" include our Class A common stock and Class B common stock.

Three Months Ended April 30,

Channel Partner A

We are redefining security and networking for the era of cloud and AI.

The cloud and AI have completely revolutionized work. We are more dispersed, more productive, and more automated than ever before, and the rate of change is only accelerating. Not since the internet has there been such a transformative tectonic shift. But, with it has come collateral damage—traditional security and networking are now broken.

We founded Netskope to address this revolution. We built Netskope One, our unified, cloud-native platform from the ground up to solve the challenge of securing and accelerating the digital interactions of enterprises in this new era. Organizations rely on our Netskope One platform to provide profound contextual intelligence into their data and digital interactions, securing them with precision, without sacrificing the digital experience. We leverage our patented technologies to enable dynamic, granular context-aware policies that allow us to protect sensitive data, stop threats, support regulatory compliance, and elevate the digital experience.

Organizations today operate in a digital landscape that is heterogeneous and highly connected. It is comprised of globally dispersed users and non-human entities such as devices, applications, automated systems, and AI agents that interact with each other and a plethora of managed and unmanaged Software-as-a-Service applications, websites, AI, private applications, and other ecosystem applications across data centers and private and public clouds. With this new digital landscape, enterprises need a security and networking platform that can handle these far more complex, distributed, and dynamic sets of connections—all with more advanced security measures—to keep the organization, its people, and its data safe.

Legacy appliance-based and first-generation cloud security solutions were designed for a legacy internet and data footprint, where simple rules-based threat detection and block-or-allow policies were sufficient. Moreover, traditional corporate networks were not designed to support the scale, flexibility, performance, and advanced security that is essential in the cloud and AI era.

Architecture is critical when addressing these challenges. Our Netskope One platform uses a unique architecture built from the ground up as a unified platform with a converged security, network, and analytics technology stack that runs on our NewEdge global private cloud network ("NewEdge network") to deliver highly secure and performant digital interactions.

Netskope Inc 10-Q